THE WEB EMPIRE
CLIENT SERVICE TERMS

These published terms describe The Web Empire LLC’s standard website development, annual website services, and SEO/AI Search Optimization provisions. They are a public reference version of the master agreement, not an offer of specific services or a substitute for a signed agreement and applicable Service Orders. Services, pricing, dates, domains and client-specific selections are established separately in executed documents. In the event of a conflict, the applicable signed agreement, Service Order, and validly adopted amendments control under their precedence provisions.

Agency: The Web Empire LLC, a Florida limited liability company. References to “Client,” “Agreement,” “Schedule A,” “Schedule B,” and “SEO Service Order” refer to the applicable executed client documents, where relevant.

1.1 Selected services and scope

Agency shall perform only the website development deliverables selected in Schedule A and the SEO/AI deliverables selected in Schedule C, if elected. Schedule B governs optional annual hosting, SSL and maintenance. Signed proposals incorporated by reference may provide project-specific specifications, but no unsigned estimate expands the scope.

1.2 Order of precedence

A signed amendment controls first; these Articles 1–10 and the signed commercial selections control next; Schedule A and Schedule B control website-specific scope, price and dates; the SEO-specific terms reproduced in Schedule C control SEO-specific scope, term, pricing, license expiration, asset classification and removal to the extent of a direct conflict with website provisions. A schedule controls only the service it governs. Third-party licensing and mandatory law always apply.

1.3 Independent service commitments

Ending, non-renewing, or suspending one service does not automatically end or waive obligations for another. In particular, hosting expiration is not an intellectual-property determination, and SEO cancellation alone does not cancel hosting, website maintenance, or a separately valid website license.

1.4 Subcontractors and scope changes

Agency may use qualified personnel, contractors and technology providers. New functionality, extra pages, major redesigns, integrations, ADA/accessibility work, custom programming, marketing campaigns and other unselected services require written scope and fee approval.

2.1 Project and delivery

The website project is a one-time custom website design and development engagement. Schedule A and the incorporated proposal shall identify the platform, anticipated page inventory, design, functionality, technical deliverables, exclusions, estimated milestones, client dependencies and an estimated project-fee range. Because actual requirements, necessary software and licensing costs, technical complexity, and labor may not be fully known in advance, the stated project price is an estimate expressed as a range, not a guaranteed fixed price or an authorization for unlimited charges. The deposit shall be specified. Agency will advise Client in writing when reasonably foreseeable costs are likely to exceed the stated upper estimate and will obtain Client’s written approval of material out-of-scope work, additional third-party purchases and any revised estimate before incurring those additional charges. Agency shall provide an itemized final invoice for authorized work and costs; unapproved scope expansion is not automatically chargeable.

2.2 Design revisions

Unless Schedule A expressly states otherwise, Agency includes up to three (3) consolidated rounds of design revisions within the original approved scope. Each round must be requested in one written communication within the stated feedback period. New functionality, extra pages, structural changes and revisions outside the approved design concept are extra services requiring written approval.

2.3 Cooperation and delays

Client shall provide, accurately and promptly, all business and professional information, text, photographs, branding, specifications, legal disclosures, consents, credentials, domain registrar and DNS access, hosting and email administration access, third-party account permissions, software approvals, timely payments, and decisions reasonably needed to perform the project. Client shall attend or timely reschedule agreed meetings, respond to Agency requests and review drafts within communicated deadlines, and ensure that its employees, counsel, vendors and other representatives cooperate. Project milestones and launch dates are good-faith estimates, not guaranteed completion dates, and shall be reasonably extended for any Client-side delay, including late or missing content, unreturned calls or emails, missed meetings, delayed feedback or approvals, unavailable authorized registrant or account-holder access, domain transfer or DNS restrictions, email deliverability or verification failures, spam filtering, credential or two-factor-authentication problems, third-party service outages or approvals, delays by Client-appointed vendors, changed instructions, late payments, or other acts, omissions or dependencies outside Agency’s reasonable control. Agency may reasonably resequence or reschedule work and is not responsible for resulting delay or related costs except to the extent caused by its own breach or wrongful conduct. Additional work caused by such delays requires prior written authorization if billable.

2.4 Quality, acceptance and warranty

Agency will deliver the completed website in its then-current, substantially conforming condition on an “AS IS” basis, subject only to the express limited thirty (30)-calendar-day correction obligation below and any warranty that cannot lawfully be disclaimed. Agency will use commercially reasonable skill and care and test material contracted functionality on then-current generally available stable versions of Google Chrome, Mozilla Firefox, Microsoft Edge and Apple Safari, on reasonably current supported desktop and mobile operating systems and representative devices. Agency does not warrant compatibility with obsolete computers or operating systems, unsupported browser versions, Linux-specific browser environments, experimental, niche or unknown browsers, unusual extensions or custom device configurations, or future browser and platform releases. Upon written notice of substantial completion, Client has five (5) business days to report specific, reproducible material nonconformities against the agreed scope; absent such notice, the project is deemed accepted and the applicable final invoice becomes due. During thirty (30) calendar days after launch, Agency will, at no additional labor charge, use commercially reasonable efforts to correct reproducible material errors directly attributable to Agency’s implementation of agreed functionality, and reasonable minor corrections within the original scope. This period does not include redesigns, new requirements, subjective preference changes, new pages or features, third-party changes or failures, Client or successor-developer modifications, obsolete or unsupported environments, or post-launch legal/regulatory updates. The correction period is not an undertaking to guarantee uninterrupted operation, universal compatibility, error-free software, regulatory compliance, or any business result.

Client professional, industry and privacy compliance. Client alone is responsible for identifying, obtaining professional advice about, drafting, approving and supplying all business-, profession-, industry-, jurisdiction- and state-specific website content and legal disclosures, including attorney advertising notices, law-firm disclaimers, real-estate licensing and brokerage disclosures, professional credentials, accessibility requirements, privacy notices, cookie notices and consent mechanisms, data-retention rules, and other mandatory statements or procedures. Agency does not provide legal advice, regulatory audits, compliance certification or an assurance that Client’s website complies with any applicable law, professional rule or platform policy. Such research, drafting, implementation, monitoring and updates are excluded from the original website estimate unless expressly and specifically included in Schedule A or approved as additional paid work. Client shall supply accurate approved wording, applicable jurisdictional requirements and implementation instructions in writing; Agency may reasonably rely on those instructions without independent legal verification, subject to applicable law and Agency’s own express duties. Agency may decline unlawful instructions and propose separately priced compliance work. Client’s failure to supply information or approvals is a Client-caused project delay under Section 2.3.

2.5 Project fees

Client shall pay the stated project-start deposit and any expressly approved milestone payments in Schedule A. The project fee is an estimate within the agreed range; actual charges shall reflect authorized labor, software and third-party expenses within the agreed scope, subject to the written approval process in Section 2.1 for material excesses and additional work. The final invoiced balance, less prior payments, is due upon acceptance or deemed acceptance under Section 2.4. Agency will provide reasonable detail of charges. Undisputed sums must be paid when due; disputed amounts will be addressed in good faith. Nonpayment remedies must comply with Articles 4.10 and 8.

2.6 Suspension and termination of project

Agency may suspend affected work after written notice of an undisputed payment default that remains uncured ten (10) calendar days after due date, or promptly for a material security or unlawful-use threat. Either party may terminate for a material breach after written notice and a reasonable opportunity to cure, normally thirty (30) days for nonpayment-independent breaches unless incurable. Upon termination, Agency may recover amounts earned and lawful, documented noncancelable commitments, subject to mitigation and without double recovery. A client cancellation does not transfer Agency IP or create a refund right beyond applicable law and expressly agreed milestones.

3.1 Client-owned materials

Client retains its domain, preexisting website text, original photographs and image source files, trademarks and logos that Client supplied before the project, business records, customer data and Client-owned accounts. Client warrants it holds appropriate rights and retains independent backups of its original files. Delivery of Client-owned source materials does not transfer ownership to Agency; however, Agency-created edits, creative transformations, designs and additions to those materials are addressed separately in Section 3.2.

3.2 Agency materials

To the extent protectable and owned or licensable by Agency, Agency retains all rights in original website layouts, visual designs, source code, custom programming, reusable frameworks, scripts, configuration work, methods, original graphics, Agency-designed logos and branding concepts, and Agency-created or commissioned edits, retouching, crops, composites, color grading/correction, optimization, graphic treatments, adaptations and derivative creative elements of photographs or other assets. This applies even where the original photograph, image, text or trademark was supplied and remains owned by Client: Client keeps the underlying original, while Agency retains rights, if any, in its separable original creative contributions. Routine mechanical cropping, resizing or optimization may not independently qualify for copyright protection; this Agreement does not claim exclusive copyright in unprotectable operations or Client-owned underlying material. Unless Schedule A expressly grants broader rights in a specifically identified asset, payment for design work grants only the limited website-use license under Section 3.3 and does not assign ownership of Agency-created logos, edited image versions or design files or authorize their use on a different website or by a replacement agency. Client should separately negotiate broader trademark/logo usage rights if it intends to use a newly commissioned logo beyond the licensed website. No work-made-for-hire or assignment is implied by payment, delivery or access.

3.2A Agency-created logos; website-only use. Any logo, logotype, emblem, icon, symbol, brand mark or visual identity originally created or substantially redesigned by Agency for Client remains Agency-owned to the extent of Agency’s protectable rights, except to the extent otherwise required by applicable law or a separately signed instrument. The standard website-development fee includes only a limited, nonexclusive, nontransferable license to display the Agency-created logo as incorporated in the specific website and domain(s) identified in Schedule A, for so long as the applicable website license remains effective. No separate or standalone use is authorized, including on other websites, social media profiles, print materials, stationery, signage, advertisements, merchandise, applications or other media. Alternative colors, layouts, orientations, file types, vector or editable source files, adaptations and other versions are not included unless expressly stated in Schedule A. Client may request additional versions or broader, continuing rights, including rights independent of the website or Agency services; however, no such rights are granted or promised under this Agreement. Any expanded license or assignment requires a separate written agreement signed by Agency, identification of the rights and deliverables granted, and payment of any separately agreed fee. Payment for website development alone does not transfer copyright ownership or grant broader logo usage rights. Nothing in this Section restricts Client’s rights in preexisting logos, trademarks or source materials furnished by Client, nor does it override third-party rights or applicable law.

3.3 Website license independent of hosting

Upon payment of all amounts properly due for the authorized website-development work, Agency grants Client a continuing, nonexclusive, nontransferable, nonsublicensable license to operate Agency-owned website-development materials solely as incorporated into the website on the domain(s) listed in Schedule A, subject to this Agreement and third-party license terms. This license has no fixed calendar expiration and does not depend on continued purchase of Agency hosting, maintenance or SEO. It does not authorize extracting or repurposing Agency-created logos, edited images, graphics, layouts, code or other Agency Materials for a new or rebuilt website, transferring them to a successor developer for reuse outside the licensed website, selling or redistributing them, or using them on additional domains, except where a separate signed asset license or assignment expressly permits it. A client may migrate the existing licensed website to another host, subject to removal/relicensing of third-party vendor products as required under Section 3.5; Agency is not obliged to furnish proprietary development tools or transferable vendor licenses. This license may be terminated only for material uncured license breach after notice and reasonable cure opportunity, except serious or incurable misuse or legal prohibition. The SEO conditional license remains governed separately by Schedule C.

3.4 No maintenance obligation; compatibility and compliance risk. Client acknowledges that websites, CMS software, extensions, browsers, operating systems, server environments, security standards, search-engine requirements, accessibility standards and applicable laws evolve. If Client declines, cancels or does not renew technical maintenance, Agency has no continuing obligation to monitor, patch, update, upgrade, adapt, test, repair, secure or bring the website into compliance, except under a separate paid written scope or mandatory law. Over time the website may become vulnerable, obsolete, incompatible with hosting platforms or browsers, nonfunctional, or fail to meet newly applicable technical or legal requirements. Such deterioration, without an independent breach by Agency, does not revoke the website license, constitute a warranty failure, or require free remediation. Client is responsible for obtaining maintenance and legal/compliance advice from Agency or another provider.

3.5 Third-party materials

Third-party materials—including licensed stock photographs and videos, fonts, plugins, CMS extensions, commercial themes, templates, APIs, software, security tools, form builders and vendor-hosted services—remain subject to their owners’ licenses. Agency may use business-wide, agency-seat, developer, subscription or nontransferable licenses, including products such as YOOtheme Pro, RSForm! Pro, RSFirewall! and similar tools, and stock libraries licensed solely to Agency. Such licenses are provided as an incidental benefit of Agency’s active authorized services, without any separate asset-usage fee unless stated in Schedule A or B; they are not sold, assigned, sublicensed or transferred to Client merely because their outputs or components appear on the website. If Client changes hosting or developers, ceases the applicable Agency service, or seeks a handover, Client or its new provider is responsible, before continued use where required by vendor terms, for purchasing its own valid licenses, subscriptions, updates, support and any replacement products. Agency may discontinue Agency-paid subscriptions, updates, license activations, keys, seats, support and access upon the applicable service’s expiration, but shall not intentionally destroy Client-owned data or improperly access Client systems. Some installed software may remain technically present but unlicensed or unsupported; some vendor terms may require removal or replacement. Agency cannot promise that any particular stock image or plugin may lawfully remain on a transferred site; use must stop or be relicensed/replaced if the vendor license requires. Agency will identify known material nontransferable dependencies in the handover ZIP or a brief inventory when reasonably available, but has no obligation to purchase replacement licenses or perform migration, installation or successor-vendor support absent a separately paid written scope. Client retains underlying original Client Materials. Separately negotiated transfers of eligible Agency-created assets require a signed writing identifying rights and price.

3.6 SEO materials governed separately

SEO/AI deliverables are governed by the distinct conditional-license, termination, removal and optional post-termination buyout provisions in Schedule C. Website development payment does not purchase or perpetually license SEO materials.

4.1 Independent annual services

Hosting, SSL and technical maintenance are optional, separately selectable annual services with individual prices, start dates and renewal dates in Schedule B. Each selected annual service renews for successive twelve (12)-month periods unless either party gives written notice of nonrenewal at least thirty (30) calendar days before that service’s next renewal date. Paid current-year fees are nonrefundable except as required by law or expressly agreed. A maintenance nonrenewal does not by itself end hosting or the website license.

4.2 Independent hosting and infrastructure providers

Agency does not own or operate its own data centers, physical hosting facilities, public-cloud infrastructure, or dedicated global hosting network. Hosting, backups, DNS and related infrastructure are supplied, provisioned, resold, managed or coordinated using independent vendors, subcontractors and partners, which may include Microsoft Azure, Amazon Web Services (AWS), Google Cloud/Google hosting services, GoDaddy, Cloudflare (including DNS and security services), and other providers selected by Agency in its commercially reasonable discretion. Agency may change vendors or technical architecture where reasonably appropriate, subject to agreed service commitments, reasonable safeguards, applicable law and any required notice. Third-party provider terms, data retention, service levels, geographic infrastructure, outages, security policies and technical limitations apply.

4.3 Hosting service end; no free transition

Agency’s obligation to provide hosting, server resources, website availability and associated infrastructure ends immediately upon expiration or lawful termination of the last paid hosting term. No complimentary grace period or post-expiration availability commitment is included. The site may become unavailable and vendors may delete files, databases and backups pursuant to their policies. Agency does not guarantee retrieval or restoration after expiration and is not obliged to recover, reconstruct or migrate an expired website absent a separate signed agreement or nonwaivable legal duty.

4.4 Thirty-day written migration notice

Client wishing to migrate must notify Agency in writing and request its export at least thirty (30) calendar days before paid hosting expires. Client and the destination provider are responsible for scheduling and completing deployment before expiration. This notice requirement does not guarantee that Agency will complete a migration, and does not extend hosting. Agency will use commercially reasonable efforts to make the standard archive available before expiration after a timely request, subject to authorized access and technical availability.

4.5 Sole standard migration deliverable: ZIP archive

For a timely written request, Agency’s standard migration duty is limited to delivering one downloadable ZIP-format archive of then-available website files, lawfully exportable components, configuration files and a reasonably usable database export within Agency’s authorized possession or control. The archive may exclude proprietary Agency tools, nontransferable licenses, third-party-managed systems, passwords, and assets that cannot lawfully be exported. Delivery does not transfer intellectual-property ownership or enlarge license rights. Client-owned data will not be withheld to pressure payment of unrelated disputed charges.

4.6 No migration services or training

The standard ZIP export does not include installation, deployment, configuration, DNS or email migration, SSL setup, troubleshooting, developer training, documentation, explanations, technical support to a replacement vendor, or compatibility remediation. Any such assistance requires a separate written paid engagement. Agency shall not withhold Client-owned data solely to pressure payment of unrelated disputed fees.

4.7 Hosting includes operational backups; limitations and independent client copies

While a paid hosting service is active, Agency will arrange operational website backups through its selected hosting vendor or backup service as part of the hosting fee, without a separate backup subscription charge. Unless Schedule B expressly promises a particular backup frequency, retention period, recovery point, recovery time or restoration service level, backups are provided on a commercially reasonable, best-efforts basis; no specific backup, retention, completeness, integrity, availability, or successful restoration result is guaranteed. Backups may fail, be incomplete, corrupted, overwritten, deleted or unavailable due to technical or vendor events. Client should maintain and test independent off-platform copies of business-critical files, databases and records. Backup availability and any restoration assistance end with the paid hosting term unless separately agreed. Agency shall employ commercially reasonable safeguards for information within its control; nothing excludes nonwaivable legal duties or excuses breach of express backup commitments.

4.8 Third-party risks

To the fullest extent permitted by law and subject to Article 8, Agency is not responsible for failures attributable to independent third-party infrastructure or circumstances outside its reasonable control, including outages, hardware failure, storage corruption, failed backups, data loss, malware, ransomware, viruses, hacking, DDoS, phishing, spoofing, scams, fraudulent payment instructions, unauthorized transfers, identity theft, credential theft, DNS or email compromise, vendor suspension, insolvency, changes in vendor policy or Client’s own acts and omissions. These exclusions do not excuse Agency’s own breach of an express duty, legally nonexcludable liability or failure to exercise the agreed standard of care.

4.9 Maintenance scope and annual price increases

Only services specifically listed in Schedule B are included in annual maintenance. Major redesigns, new features, substantial content creation and new compliance programs are excluded absent a written change order. The selected annual maintenance plan automatically renews for successive twelve (12)-month terms unless Client provides written notice of nonrenewal at least thirty (30) calendar days before expiration of the then-current maintenance term, in accordance with this Agreement’s notice provisions. Client expressly agrees in advance that, upon each automatic renewal, Agency may increase the annual maintenance fee by up to fifteen percent (15%) of the annual maintenance fee for the immediately preceding term, without separate notice of the renewal price or additional approval by Client. Failure to provide timely written nonrenewal notice constitutes Client’s contractual acceptance of the automatic renewal and any increase within that fifteen percent (15%) cap. An increase exceeding fifteen percent (15%) or any increase during an active annual term requires Client’s separate written agreement. Agency does not guarantee complete security, perpetual compatibility or legal compliance, even with maintenance.

4.10 Service-specific nonpayment and lawful suspension

Each service is financially and operationally separate. (a) Hosting: if the paid hosting term expires without renewal, Agency may cease hosting immediately without free grace days, and the website may go offline. If an undisputed hosting invoice becomes overdue during an active term, Agency may suspend the affected hosting service after written default notice and ten (10) calendar days to cure, subject to law and vendor requirements. (b) Maintenance: nonrenewal or uncured nonpayment permits Agency to stop maintenance, updates, monitoring and support, but does not itself terminate paid hosting or the continuing website-development license. (c) Website development: an uncured undisputed development payment default permits suspension of unfinished development and withholding of final Agency deliverables to the extent lawful, without interfering with separately paid hosting or Client-owned accounts or data. (d) SEO: unpaid SEO services and conditional SEO materials are governed by Schedule C, including its notice, suspension, license-expiration and careful-removal provisions; SEO default alone does not suspend paid hosting. (e) A fully paid website-development license survives nonrenewal of Agency hosting or maintenance. Upon nonpayment, expiration, or termination of an applicable service, Agency may exercise the service-specific suspension, discontinuation, termination, access-control, and collection remedies expressly provided in this Agreement and available under applicable law. Agency may discontinue the affected Agency-controlled service and associated resources, including hosting, maintenance, technical support, or SEO services, as applicable. Any resulting interruption of website availability, traffic, search visibility, transactions, or related business operations shall be governed by the risk allocation and limitations of liability in Article 8, to the fullest extent permitted by applicable law. Payment obligations and accrued remedies survive suspension or termination as provided in this Agreement.

If selected, SEO/GEO/AEO is governed by Schedule C and the applicable SEO Service Order. The initial SEO commitment is six consecutive calendar months at a fixed total introductory price payable in six installments. The first twelve-month SEO term begins only upon written agreement on its annual contract price, which is independent of the introductory price. Following that first agreed annual term, successive twelve-month terms renew automatically unless timely written nonrenewal notice is given at least thirty (30) calendar days before term end, with any annual renewal increase of up to fifteen percent (15%) applying only after completion of the first full twelve-month term, as provided in Schedule C. SEO-specific conditional licenses, removal rules, client-content obligations, and post-termination discretionary buyout rights remain applicable. Hosting and development are separate services unless independently selected.

6.1 Client representations

Client represents it is acting for business purposes, has authority to contract and supply all content, and will maintain required licenses, accurate business claims, privacy notices, consent and cookie practices, accessibility obligations, industry disclosures, and statutory compliance unless specific legal or technical compliance work is separately purchased. Agency does not provide legal advice.

6.2 Access and changes

Client shall provide least-privilege access reasonably necessary to perform selected services and avoid unauthorized modifications that interfere with active work. Agency is not responsible for failures caused by Client or third-party changes and may quote remedial work separately. Client-owned credentials and accounts remain Client property.

6.3 Data protection

Each party shall use commercially reasonable care with confidential information and comply with applicable privacy and data-security laws for its own role. Additional legally required data-processing terms shall be executed when necessary. Agency may use service providers and AI tools in accordance with the selected scope, lawful obligations and Schedule C.

7.1 Client indemnity

To the extent permitted by law, Client shall defend and indemnify Agency against third-party claims arising from Client-provided materials, unlawful Client instructions, inaccurate Client-approved business claims, privacy practices or Client breach, except to the extent caused by Agency’s own negligence, willful misconduct or breach. Defense and settlement are subject to prompt notice and reasonable cooperation.

7.2 Agency indemnity

Agency shall defend Client against third-party claims that original Agency-created work as delivered and used within the agreed license infringes U.S. copyright, excluding Client materials, unauthorized modifications, third-party materials, and AI rights not held by Agency, subject to Article 8 and applicable law. Agency may reasonably replace or modify affected work.

7.3 Confidentiality and portfolio

Each party shall protect the other’s nonpublic information using reasonable care and restrict disclosure to persons with a legitimate need. Trade secrets remain protected while secret; other confidentiality obligations survive three years. Agency may display public, nonconfidential project screenshots and identify Client in its portfolio unless Client opts out in writing; confidential metrics require consent.

8.1 Charges and payment methods

Client shall pay all fees, charges, and applicable taxes (other than taxes on Agency’s net income) stated in this Agreement, its signed Schedules, and approved additional services. Where recurring payments are selected, Client authorizes Agency and its designated payment processors to charge the payment method on file for amounts properly due, including scheduled installments, automatic renewals, and contractually authorized price increases. Client shall maintain a valid payment method and promptly update expired, declined, or invalid payment information. Withdrawal of payment authorization, expiration of a payment method, or rejection of a transaction does not cancel the Agreement or an otherwise effective renewal, or discharge amounts owed. Agency may pursue its contractual and lawful collection remedies. Agency uses third-party payment processors and does not store full payment-card numbers or card verification codes. Payment-card processing charges. Agency may assess a separately disclosed processing surcharge of up to four and one-half percent (4.5%) for American Express CREDIT-card transactions and up to four percent (4%) for other CREDIT-card transactions, but only to the extent permitted by applicable law, card-network rules, and the applicable merchant-processing agreement, and never above any lower applicable limit (including an applicable actual-cost cap). The applicable surcharge, if any, shall be disclosed before payment authorization and itemized where required. No credit-card surcharge will be assessed on debit or prepaid cards, including debit cards processed as credit. Any separately permissible debit-card fee must comply with applicable law and network rules and must be separately disclosed and authorized.

8.1A Disputed payments and chargeback costs

If Client initiates or causes a chargeback, reversal, payment dispute, or similar recovery of a charge that was validly authorized and properly due under this Agreement, and the dispute is resolved in Agency’s favor or otherwise determined to have been unjustified, Client shall reimburse Agency for the reversed amount and the reasonable, documented, actually incurred chargeback fees, acquiring-bank fees, payment-processor fees, network assessments, and reasonable collection expenses attributable to that dispute, to the extent recoverable under applicable law and payment-network rules. Agency may invoice such amounts and pursue lawful collection remedies. This provision does not impose reimbursement for charges found unauthorized, erroneous, or otherwise not properly payable, and does not restrict any nonwaivable payment-dispute rights.

8.2 Late charges

Undisputed overdue amounts shall accrue simple interest on the unpaid principal balance only at the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, calculated without compounding. Interest shall not accrue on previously accrued interest. Any required default notice or cure period applies. Reasonable collection costs and attorneys’ fees may be recovered only where authorized by law and the governing dispute provision.

8.3 Warranty disclaimer

Except for express obligations, services and exports are provided without guarantees of uninterrupted operation, flawless compatibility, complete security, backups, SEO rankings, leads, revenue, AI citation, or third-party platform availability. Agency disclaims implied warranties to the fullest extent permitted by law.

8.4 Liability limitation

Neither party is liable for indirect, incidental, punitive, special or consequential losses, including lost profits, lost rankings or business interruption, to the extent legally permitted. For claims arising solely from SEO services, the SEO-specific liability cap and carve-outs in Schedule C Article 8 control. For claims arising from website development, hosting or maintenance, Agency’s aggregate liability shall not exceed fees actually paid to Agency for the affected service during the six months before the event, except Agency fraud, willful misconduct and liabilities that cannot lawfully be limited. Fees and losses may not be recovered twice for the same injury.

8.5 Force majeure

Neither party is responsible for delay caused by events beyond reasonable control, excluding sums already due; the affected party shall provide reasonable notice and mitigation.

9.1 Florida law; good-faith negotiations; mediation; venue

Florida law governs this Agreement without regard to conflict-of-laws principles. Except for Agency actions to collect overdue invoices, unpaid fees, contractual interest, chargeback-related amounts, or collection costs, and except for requests for temporary, preliminary, emergency, or other time-sensitive judicial relief, the parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations for fifteen (15) calendar days following written notice of the dispute. If unresolved, the parties shall participate in at least one good-faith mediation session before an independent neutral mediator in Palm Beach County, Florida, before commencing litigation. The parties shall select the mediator by mutual agreement within fifteen (15) calendar days after a written mediation request and share the mediator's fees equally unless otherwise agreed in writing. If no mediator is agreed upon within that period, either party may request appointment through a mutually acceptable mediation provider; if no provider is agreed upon within an additional fifteen (15) calendar days, the mediation prerequisite shall be deemed satisfied. The prerequisite is also satisfied if a party declines to participate, fails to attend a reasonably scheduled session, or the mediation ends without a signed settlement. Agency may initiate collection proceedings for overdue invoices and related amounts without first negotiating or mediating; nothing in this Section restricts Agency's contractual rights to suspend, discontinue, or terminate affected services. Following satisfaction of any applicable prerequisite, disputes may be brought exclusively in the state courts located in Palm Beach County, Florida, or the United States District Court having jurisdiction over Palm Beach County when federal subject-matter jurisdiction exists. Each party consents to personal jurisdiction and venue in those courts and waives objections based on inconvenient forum to the extent permitted by law. Statutory jurisdictional and removal rights remain governed by applicable law. No binding arbitration is required under this Agreement.

9.2 Notices

Legal notices, defaults, nonrenewals and terminations shall be sent in writing to the designated notice emails, clearly identifying this Agreement and the affected service. Email notice is effective upon transmission absent an automated delivery-failure response, unless mandatory law requires a different method.

9.3 Entire agreement

This Agreement, its signed Service Orders and Schedules, any mutually executed amendments, and Agency service-policy updates validly adopted under Section 9.4 constitute the entire agreement for selected services. Section 9.4 does not permit unilateral modification of terms that expressly require mutual written acceptance. Neither party may assign without written consent, except Agency may assign to a successor or affiliate assuming its duties. Severability, waiver only in writing, electronic signatures and survival of accrued payments, confidentiality, IP, indemnity and disputes apply.

9.4 Updates to service terms and policies

9.4.1 Publication and updates to service terms. Agency may maintain, publish, revise, and update its applicable service policies, operational procedures, technical requirements, and related service terms at https://thewebempire.us/clients-terms (the “Online Service Terms”). Client expressly acknowledges and agrees that Agency may periodically modify the Online Service Terms to reflect changes in technology, artificial intelligence, software, cybersecurity, third-party platforms, hosting infrastructure, regulatory requirements, industry standards, business operations, and the methods by which Agency provides its Services. Updates adopted and communicated in accordance with the notice and amendment procedures established in this Agreement shall become effective on their stated effective dates without requiring execution of a replacement agreement or separate written acknowledgment, except where additional consent is required by applicable law or an express provision of this Agreement. Agency may implement reasonable changes to its service delivery methods, technologies, tools, platforms, and operational procedures, provided such changes do not materially diminish the contracted Services or impose additional financial obligations beyond those authorized under this Agreement. The Online Service Terms, as validly updated in accordance with this Agreement, supplement and form part of the contractual relationship between Agency and Client. In the event of a conflict between the Online Service Terms and an expressly negotiated provision of this signed Agreement or an applicable Service Order, the expressly negotiated provision controls unless the parties otherwise agree in writing.

9.4.2 Notice and effective dates. Agency shall notify Client of revisions to the Online Service Terms at Client’s designated notice email address, ordinarily at least thirty (30) calendar days before the stated effective date. The notice shall reasonably identify the changes, their effective date, and a link to the updated Online Service Terms or a retainable copy. Changes reasonably necessary to respond to urgent cybersecurity risks, legal or regulatory requirements, third-party vendor restrictions, or material platform changes may become effective sooner, with notice as reasonably practicable. For changes within the scope of Section 9.4.1 that do not require additional consent, the stated effective date governs following notice under this Section.

9.4.3 Material amendments and renewal terms. Changes that materially increase Client’s existing financial obligations, materially reduce expressly contracted deliverables, or materially alter ownership, liability, termination, dispute-resolution, or other substantive rights during a committed term require affirmative written agreement where required by this Agreement or applicable law. Acceptance may be evidenced by an electronically signed amendment or other legally sufficient, attributable written electronic communication. Agency may propose changes for a future renewal by advance email notice, subject to the specific pricing, renewal, nonrenewal, and acceptance provisions of the applicable Service Order. Receipt of a notice or mere publication of revised Online Service Terms does not constitute affirmative acceptance where such acceptance is required. Nothing in this Section changes any agreed annual increase cap, the separately negotiated first annual SEO price, or an applicable nonrenewal deadline.

9.4.4 Records, contact information, and priority. Client shall maintain a current designated notice email and promptly report changes. Agency shall maintain dated versions or reasonably accessible records of its Online Service Terms and material change notices. Updates properly adopted under this Section supplement this Agreement. If a conflict arises, an expressly negotiated provision of a signed Service Order or this Agreement prevails unless validly amended. No update retroactively impairs accrued rights or obligations except by mutual written agreement or as permitted by applicable law.

Applicability of SEO Services. The provisions of this Schedule C apply when Client purchases SEO, Local SEO, AI Search Optimization, or related digital marketing services identified in the applicable executed SEO Service Order. This Schedule forms part of the Agreement. Its specific provisions govern the scope, duration, renewal, fees, intellectual-property licensing, and termination of the selected SEO services. The remaining provisions of the Agreement apply except where this Schedule expressly provides otherwise.

C.1.1 Agency will provide only the services expressly selected in the SEO Service Order ("Services"), which may include technical/on-page SEO, local SEO, Google Business Profile (GBP) management, AI search optimization (GEO/AEO), content creation, schema and analytics. the SEO Service Order identifies domains, geographic focus, deliverables, exclusions, fees and milestones. No advertising, web hosting, website redesign, general maintenance, legal compliance or guaranteed publication is included unless expressly selected.

C.1.2 Agency determines commercially reasonable techniques, scheduling, sequencing, personnel, tools and editorial approach, subject to the agreed scope and applicable law. Search engines and AI systems independently determine indexing, ranking, snippets, citations and outputs. Agency does not promise rankings, traffic, leads, revenue, visibility in any AI response, GBP approval, or continued availability of platform features.

C.1.3 Client shall provide timely access, accurate business information, approvals, licenses and cooperation. Unless a written request specifies that affirmative approval is legally required, deliverables submitted for review shall be deemed approved if Client does not provide specific written revisions or objections within five (5) business days after Agency emails the request to Client’s designated contact. Agency may then publish and proceed without further approval. Deemed approval does not authorize publication of unlawful material, unverified regulated claims, testimonials requiring consent, or material for which law or platform rules require express approval. Client-caused delays do not waive fixed-term payment obligations.

C.1.4 ADDITIONAL SERVICES AND THIRD-PARTY RESOURCES: Work outside the scope of the SEO Service Order requires written authorization and may be subject to additional charges. Agency may engage subcontractors and utilize third-party software, platforms, tools, and services in performing its obligations under this Agreement. All such third-party resources remain subject to their respective owners’ licensing terms, policies, and conditions. The use of these resources does not transfer their intellectual-property rights to Client. Agency retains ownership of its proprietary tools, configurations, methodologies, and other Agency-owned materials, as provided in this Agreement. Agency remains responsible for its contractual obligations.

C.2.1 INITIAL SIX-MONTH SERVICE TERM: The initial service term shall consist of six (6) consecutive calendar months beginning on the Service Commencement Date specified in the SEO Service Order or, if no date is specified, the Effective Date. The initial term constitutes a fixed six-month contractual and financial commitment, with the total agreed fee payable in six (6) monthly installments. The initial term is not a month-to-month engagement, and Client remains responsible for the full six-month commitment regardless of whether services are discontinued at Client’s request before its expiration, subject to the express termination provisions of this Agreement.

C.2.2 INITIAL SERVICE TERM FEES AND PAYMENT SCHEDULE: The total contract price for the Initial Six-Month Service Term shall be the amount specified in the SEO Service Order, exclusive of any separately identified setup fees, applicable taxes, and authorized additional services. For Client’s convenience, the total contract price shall be payable in six (6) equal monthly installments, beginning on the Service Commencement Date and continuing on the corresponding monthly payment dates. The installment arrangement is a payment schedule for a fixed contractual commitment and does not constitute a month-to-month service agreement. Client’s obligation to pay the total contract price for the Initial Six-Month Service Term remains binding, subject to the express termination provisions of this Agreement.

C.2.3 FIRST ANNUAL TERM; SUBSEQUENT AUTOMATIC RENEWALS: The Initial Six-Month Service Term expires at the end of its six consecutive calendar months unless the parties establish the first twelve (12)-month SEO service term by written agreement on its annual contract price before that expiration, or expressly agree in writing to an extension. The introductory six-month price does not establish a default or minimum price for the first annual term. Once the first annual price has been agreed in writing, the first twelve-month term begins immediately after the initial term (or on another commencement date expressly agreed in writing), and its total annual price is payable in twelve (12) equal monthly installments unless the written agreement specifies another schedule. Thereafter, each annual term automatically renews for successive twelve (12)-month terms unless either party gives written notice of nonrenewal at least thirty (30) calendar days before the then-current annual term expires, subject to C.2.5.

C.2.4 Client authorizes Agency to charge the payment method separately provided through Agency’s secure payment processor for setup fees, agreed fixed-term installments, renewal installments, and separately approved charges, on the scheduled due dates shown in the SEO Service Order. Client shall maintain a valid payment method and promptly update expired or declined payment information. Withdrawal of payment authorization does not extinguish properly incurred payment obligations or cancel an otherwise effective renewal. The payment-card surcharge and chargeback provisions of Master Agreement Sections 8.1 and 8.1A apply to charges under this Schedule, subject to applicable law and card-network rules.

C.2.5 FIRST ANNUAL PRICING AND RENEWAL PRICING: The price stated for the Initial Six-Month Service Term applies solely to that introductory term. Before the first twelve (12)-month SEO service term begins, Agency and Client shall agree in writing to its total annual price and payment schedule. The first annual price is independently negotiated and may be substantially different from the introductory fee; no percentage cap or pricing formula applies when setting that first annual price. If the parties do not agree in writing to the first annual price before the initial term expires, the SEO service ends at that expiration unless the parties agree in writing to an extension. The agreed first twelve-month price remains fixed for that annual term unless the parties agree otherwise in writing. ONLY AFTER COMPLETION OF THE INITIAL SIX-MONTH TERM AND THE FIRST FULL TWELVE-MONTH SEO TERM may Agency apply a renewal price increase of up to fifteen percent (15%) over the immediately preceding twelve-month term’s annual price, upon each subsequent automatic twelve-month renewal. Client agrees to this potential adjustment when accepting the first annual term; separate approval of an increase within that cap is not required to the extent permitted by applicable law. An increase above fifteen percent (15%) requires written agreement. Either party may decline a subsequent annual renewal by giving written notice at least thirty (30) calendar days before expiration of the then-current annual term. No midterm increase applies without written agreement.

C.2.6 FIXED-TERM COMMITMENT; ANNUAL THIRD-PARTY COSTS; EARLY DISCONTINUATION: The agreed price for each twelve (12)-month SEO service term is the total price for a fixed annual commitment, not a series of independently cancellable monthly purchases. To perform the annual engagement, Agency may procure, reserve, configure, and prepay twelve-month or other nonrefundable subscriptions, licenses, credits, or service allocations for the Client’s domain, campaigns, or account, including where selected or appropriate tools and services such as Semrush, Ahrefs, Dlib, Cloudflare paid performance and caching services, SE Ranking, and comparable providers. Agency may purchase these resources at annual rates and incorporate their cost, Agency labor, expertise, and margin into the agreed annual service price; the annual price is not a pass-through reimbursement limited to Agency’s actual vendor invoices. Client acknowledges that Agency may remain liable for prepaid or committed vendor costs even if Client requests discontinuation before the annual term ends. Client’s request to cancel, pause, transfer providers, or stop using SEO services for convenience does not by itself terminate the fixed annual commitment or release Client from the agreed annual price and scheduled installments. Agency may invoice and collect amounts due under the committed term and recover legally available damages and collection costs, subject to applicable law, credits for amounts actually recovered or costs avoided where legally required, and the Agreement’s express termination provisions. Agency may apply amounts received to its committed third-party costs and other contract charges. Any remedy shall be administered to avoid duplicate recovery.

C.3.1 Agency may send payment-default notice by email to the Client notice address. If an undisputed payment remains unpaid ten (10) calendar days after its due date and Agency has sent written email notice identifying the amount and deadline, Agency may suspend Services and associated conditional licenses to the extent legally permissible. Agency may terminate for a material breach remaining uncured ten (10) calendar days after written notice, except for unlawful activity, material security risk, or serious license misuse warranting prompt suspension.

C.3.2 Client may terminate for Agency’s material breach if Agency fails to cure within thirty (30) days after detailed written notice, or if the breach is incurable. Either party may terminate upon insolvency-related events where permitted by law, or if performance becomes unlawful. Non-renewal at term end is not a breach.

C.3.3 Termination or expiration ends future Services and the conditional license in Section C.4 effective immediately on the effective termination date, except for any express temporary transition license in a separate signed writing. Outstanding lawful fees, confidentiality, IP restrictions, dispute provisions and other terms intended to survive remain effective.

C.4.1 "Agency Materials" means, to the extent owned or lawfully sublicensable by Agency, all work created, selected, configured, commissioned, supplied or implemented under the Services, including original articles, landing-page and service-page copy, FAQs, SEO headings, title tags, meta descriptions, alt text, image captions, graphics, illustrations, edited/custom images, AI-generated imagery and text, infographics, schema/structured data, templates, internal-linking designs, automation, scripts, code, plugins, configurations, reporting dashboards, proprietary methods and licensed integrations. Agency Materials also includes revisions, compilations and improvements to Agency-created work, but excludes Client Materials and rights belonging to third parties.

C.4.2 "Client Materials" means the Client’s domain, trademarks, logos, business identity, preexisting content, preexisting images and code, Client-provided source files, business records, customer information and accounts owned by Client. Client retains all rights in Client Materials. Agency neither claims ownership of nor assumes a general duty to archive, maintain, replace, export or restore Client Materials existing before commencement. Where Agency edits or combines Client Materials with Agency Materials, Client retains the underlying Client Materials and Agency retains its separable original contributions to the extent legally protectable.

C.4.3 "Third-Party Materials" includes stock photographs and video from Depositphotos, Shutterstock, Adobe Stock and similar suppliers, third-party plugins, fonts, AI models, APIs, licensed databases and external platforms. Their use and transfer depend on the applicable provider terms. Agency cannot convey rights it does not own. AI outputs may not qualify for copyright protection or exclusivity; regardless, Client agrees contractually to the permitted-use restrictions on Agency-supplied assets to the extent enforceable.

C.4.4 Subject to timely payment and continued active term, Agency grants Client a limited, nonexclusive, nontransferable, nonsublicensable, revocable contractual license to display and use Agency Materials only on the approved Client properties listed in the SEO Service Order for the Services. No sale, work-made-for-hire designation, assignment or perpetual license arises from payment, publication, access to source files or length of engagement. Any third-party sublicense is narrower if the underlying license requires it.

C.4.5 Client shall not copy, scrape, extract, export, reproduce, republish, redistribute, reverse engineer, sublicense, transfer to a successor vendor, or continue using Agency Materials beyond the license scope, except as permitted by mandatory law or expressly approved in writing. Access granted to another vendor does not confer a license. Client shall ensure its personnel and vendors comply with these restrictions.

C.5.1 Immediately upon effective expiration or termination for any reason, the conditional license to Agency Materials ceases, and Client must cease display, distribution and use, including use of Agency-provided custom images, AI images, stock assets, copy, schema, code and software. Client shall instruct its replacement vendors to discontinue use and shall not circumvent removal by restoring Agency Materials from backups. Legally required retention of records does not authorize republication.

C.5.2 Client authorizes Agency, upon effective termination and only while valid technical access and authorization remain, to promptly disable, uninstall, disconnect, replace or remove identifiable Agency Materials in a technically reasonable manner, without intentionally deleting Client Materials, damaging core website functionality, or accessing systems after permission has been revoked. Agency need not perform unpaid restoration, migration or reconstruction work. If immediate removal would materially impair Client-owned systems, Agency may disable a separable license or demand Client-controlled removal instead. Client must promptly remove or replace licensed materials upon Agency’s written notice and certify completion upon request. Agency may pursue lawful remedies for continued unauthorized use; nothing permits unauthorized access or destructive self-help.

C.5.3 Client is solely responsible for maintaining its own independent backups of preexisting website content and assets before Agency work begins. Upon termination, Client must furnish any original text, images and files it wishes restored. Restoration, migration, reconstruction and replacement content are not included in the subscription and require a separately approved paid scope. If Client lacks preexisting content, Client must produce new content at its expense or request a post-termination buyout; Agency has no duty to recreate missing Client Materials.

C.5.4 After termination only, Client may request a separately negotiated purchase or perpetual license of specified eligible Agency Materials. Agency has no obligation to offer, price, approve or complete a buyout. No rights transfer unless both parties sign a separate written instrument identifying assets and scope and Agency receives all agreed funds. Third-party licenses, nontransferable tools and rights Agency does not own are excluded unless separately licensed by the rightful owner.

C.5.5 Client understands that removal, license expiration, replacement of content, loss of tools, or transition to another provider may cause search ranking declines, deindexing, loss of AI-search visibility, broken features, reduced traffic or conversions. Agency makes no promise of continuity after termination and is not responsible for such ordinary consequences of authorized, careful removal, except to the extent liability cannot lawfully be excluded or results from Agency’s wrongful acts.

C.6.1 Client retains ownership or contractual control, as applicable, of its domain, Google Business Profile, Google Search Console, GA4, advertising accounts, first-party business data and customer information. Agency-created configurations, software, custom dashboards and proprietary templates remain Agency Materials. Third-party platforms retain their own rights and control over accounts, data and service availability.

C.6.2 Client shall grant appropriate role-based access and may revoke access after termination. Agency may remove its users and disconnect agency-paid integrations upon termination but shall not withhold Client-owned account credentials or data as leverage for payment. Client is responsible for its independent backups and legally required records. The mandatory deletion of Client-specific Agency Platform Data under C.6.7 is distinct from Client-owned account credentials and first-party business records.

C.6.3 Agency may rely on AI-assisted tools, content generation and third-party providers with reasonable editorial oversight appropriate to the scope. Client is responsible for final approval of regulated, medical, financial, legal or other sensitive business claims. No guarantee of AI-output uniqueness, copyright eligibility or model citations is made.

C.6.4 AI-ASSISTED WORKFLOW DISCLOSURE. Client acknowledges and authorizes Agency to use AI-assisted research, drafting, image generation, content optimization, analysis and production tools alongside human editorial judgment. Unless the SEO Service Order expressly requires fully human-created deliverables, no representation is made that all work is exclusively human-authored. Client remains responsible for supplying accurate business facts and promptly identifying factual, regulatory or professional claims needing correction. Agency will use commercially reasonable editorial review within the selected scope and shall not knowingly publish fabricated testimonials or false claims.

C.6.5 PLATFORM ENFORCEMENT AND HISTORICAL CONDUCT. Client is responsible for its historical and concurrent practices, including fake or incentivized reviews, misleading business information, spam links, purchased engagement, prohibited content and violations of Google, Bing, GBP or other platform rules. Agency is not responsible for suspension, profile restriction, loss of verification, deindexing, manual actions, algorithmic declines or account bans attributable to Client conduct, preexisting site conditions or independent platform decisions. Agency shall not knowingly implement prohibited tactics as part of the Services.

C.6.6 AI SEARCH AND THIRD-PARTY OUTPUTS. Search engines, answer engines, AI assistants and other independent publishers may generate, summarize, misattribute, hallucinate or display inaccurate, misleading, offensive or defamatory descriptions of Client, including after indexing Agency-authored content or structured data. Agency does not control these outputs and does not warrant their accuracy, tone, placement or removal. To the fullest extent permitted by law, Agency is not responsible for independently generated third-party statements, except to the extent directly caused by Agency’s own actionable misconduct or breach of an express obligation. Correction requests, reputation management and third-party takedown efforts are excluded unless expressly selected in the SEO Service Order.

C.6.7 AGENCY-CONTROLLED MONITORING SYSTEMS, MANDATORY DELETION AND PERMANENT LOSS OF HISTORICAL DATA.

In performing SEO and AI Search Optimization Services, Agency utilizes proprietary systems and third-party subscription-based platforms, including, without limitation, Semrush, Ahrefs, Dlib, SE Ranking, Cloudflare paid services, and similar monitoring, auditing, analytics, reporting and optimization tools, through accounts, licenses and subscriptions maintained, administered and paid for by Agency. Agency establishes Client-specific monitoring projects in these systems. Such projects accumulate keyword rankings, ranking trends, competitor comparisons, backlink analyses, technical audits, performance measurements, monitoring records, charts, reports and related analytical information (collectively, “Agency Platform Data”).

A. MANDATORY DELETION UPON TERMINATION. On the effective date of expiration or termination of SEO Services for any reason, including nonpayment, Client-requested discontinuation or nonrenewal, Agency shall delete Client-specific monitoring projects and associated Agency Platform Data from Agency-controlled third-party platforms as part of its standard account-management and resource-allocation procedures. Deletion occurs on that same date, without any contractual grace period, temporary retention period, restoration window, advance warning or additional notice, subject only to applicable legal retention requirements and technical restrictions imposed by third-party providers.

B. NO ARCHIVAL BACKUPS OR PRESERVATION. Agency does not maintain independent archival backups of Agency Platform Data and does not provide historical monitoring data preservation, archival storage or restoration services following termination. Except as expressly required by applicable law or separately agreed in writing, Agency has no obligation to preserve, export, transfer, recreate or reconstruct Client-specific monitoring projects or their historical records.

C. PERMANENT LOSS OF HISTORICAL MONITORING RECORDS. Client expressly acknowledges that deletion permanently eliminates the Client-specific monitoring projects and accumulated historical tracking records from Agency-controlled systems. Agency will not retain archival copies or maintain a means of restoring the deleted project history. Neither Client nor a successor provider has any contractual right to access, recover, transfer or reinstate deleted projects or records through Agency.

D. REINSTATEMENT AND IRREVERSIBLE LOSS OF HISTORICAL DATA. Any subsequent request by Client to resume SEO Services, including a request made on the same date as termination after deletion has occurred, constitutes a proposed new engagement requiring Agency’s acceptance and the establishment of entirely new monitoring projects. Previously deleted monitoring records, ranking histories, competitor comparisons, technical audits, performance charts and other accumulated Agency Platform Data will not be restored, transferred or carried forward. Client-specific monitoring and historical tracking commence anew under replacement projects, regardless of how soon reinstatement is requested.

E. NO TRANSFER OF AGENCY SUBSCRIPTIONS OR ACCOUNTS. Client’s payment for SEO Services does not confer ownership of or continuing access rights to Agency’s third-party subscription accounts, licenses, proprietary systems, monitoring projects, configurations or Agency Platform Data. Client or a successor provider is responsible for establishing independent subscriptions and monitoring arrangements, subject to applicable third-party terms.

F. CLIENT-OWNED ACCOUNTS AND THIRD-PARTY RECORDS. This Section applies to Client-specific projects and Agency Platform Data in Agency-controlled systems and does not authorize deletion of Client-owned Google Analytics, Google Search Console, Google Business Profile, advertising accounts, first-party business information or other Client-owned records. Client remains responsible for retaining copies of reports previously delivered to it, subject to applicable ownership and license provisions. This Section does not represent that independent third-party providers delete information in their separate databases or that publicly available historical information cannot be obtained elsewhere.

C.7.1 Client represents it has authority to enter this Agreement and provide all materials and access; Client Materials and instructions do not infringe third-party rights or violate law. Client is responsible for accuracy of its services, licensing, testimonials, disclosures, privacy notices, consent practices and industry-specific requirements. Agency will not knowingly use deceptive or prohibited SEO techniques at Client’s direction.

C.7.2 Client will defend and indemnify Agency and its personnel against third-party claims arising from Client Materials, unlawful instructions, misleading Client-approved claims, Client’s privacy practices, or Client’s breach, except to the extent caused by Agency’s negligence, willful misconduct or breach. Agency shall promptly notify Client and cooperate reasonably; Client may not settle claims imposing obligations on Agency without consent.

C.7.3 Agency will defend Client against third-party claims alleging that original Agency-created materials, as delivered and used within the licensed scope, infringe U.S. copyright, excluding Client Materials, Client modifications, unauthorized combinations, third-party materials and AI-output rights not held by Agency. Agency may modify, replace or withdraw affected material. This obligation is subject to Section C.8 and does not cover Agency’s knowing infringement or other liability that cannot be limited by law.

C.8.1 Services are performed with commercially reasonable skill and care. Except as expressly stated, Agency disclaims implied warranties to the fullest lawful extent. Agency does not control search engines, AI systems, platform algorithms, outages, indexing, account suspension or third-party policy changes.

C.8.2 To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, punitive or consequential damages, including lost profit, anticipated SEO gains, lost rankings, lost traffic or lost opportunities. Agency’s aggregate liability arising from this Agreement shall not exceed fees actually paid to Agency for Services during the six (6) months immediately preceding the event giving rise to the claim. This cap does not apply to Agency fraud, willful misconduct, or liabilities that cannot legally be capped; the parties may not exclude remedies that applicable law requires.

C.8.3 Neither party is responsible for delays caused by events beyond reasonable control, excluding payment obligations already due. The affected party shall notify the other and mitigate reasonably.

C.9.1 Each party will protect nonpublic business, technical, pricing, access and customer information using reasonable care, disclose it only to personnel with a need to know under confidentiality obligations, and use it only to perform this Agreement. Exceptions apply to information public without breach, independently developed, lawfully obtained elsewhere or legally compelled to be disclosed. Trade secrets remain protected while legally secret; other confidentiality duties survive three years.

C.9.2 Agency will employ commercially reasonable security controls for information in its possession; Client retains responsibility for its website, hosting, account security and statutory obligations unless expressly contracted otherwise. Neither party may disclose passwords or sensitive data in public channels.

C.9.3 Agency may identify Client as a customer and display publicly available, nonconfidential screenshots or generalized results in its portfolio, unless Client opts out by written notice. Confidential metrics and identifying customer data require separate consent.

C.10.1 Independent contractors. No partnership, agency, employment or fiduciary relationship is created. Agency may use qualified subcontractors.

C.10.2 Florida law governs, excluding conflict-of-laws rules. Disputes under this Schedule are subject to the negotiation, mandatory pre-litigation mediation, exceptions for Agency collection of unpaid invoices and related amounts, and emergency-relief provisions in Master Agreement Section 9.1, which control in the event of inconsistency. The parties consent to the courts and venue specified in Master Agreement Section 9.1, subject to applicable law. The prevailing party may recover reasonable attorneys' fees and costs where permitted by law.

C.10.3 Notices of non-renewal, default, breach and termination must be sent by email to the notice addresses stated above (or updated by written notice), with a clear subject line identifying the Agreement. Notice is effective when transmitted without an automated delivery-failure message; the sender shall retain a copy. Parties should acknowledge receipt but acknowledgment is not required for effectiveness.

C.10.4 Neither party may assign this Agreement without the other’s written consent, except Agency may assign to an affiliate or successor in a sale or reorganization that assumes its obligations. Invalid terms are severed only to the necessary extent. No waiver is effective unless written. This Agreement, signed exhibits and approved amendments are the entire agreement; amendments must be signed or expressly accepted by authorized representatives in writing. Electronic signatures and counterparts are valid.

C.10.5 Order of precedence: a mutually signed amendment, this Agreement, then the SEO Service Order, except that the SEO Service Order controls specific pricing, selected modules and agreed deliverables. Sections concerning payments, confidentiality, ownership, license expiration, indemnity, limits of liability and disputes survive as applicable.